18 questions asked at 2025 Sigma Healthcare scheme meeting
February 4, 2025
Below is a summary of the 18 oral questions asked in person at the 65 minute Sigma Healthcare hybrid EGM held at The Sofitel in Melbourne on Wednesday, January 29, 2025, plus a summary of the answers and some video grabs via Twitter. See 328 page notice of meeting and voting results. Proxies weren't disclosed early in these interesting formal addresses. There were no other questions asked from the floor and just two online. The debate ran for 43 minutes starting 18 minutes into this webcast.
Q1. Why are you holding back disclosure of the proxies and have their been any material protest votes?
Answer: Chair Michael Sammells got a bit confused thinking this was about the poll result after the meeting as opposed to the voting position on the proxies when they closed 48 hours before the meeting. Listen to audio of exchange via Twitter.
Q2. Is there anything stopping our merged business converting lots of Amcal pharmacies to Chemist Warehouse outlets?
Answer: Chair Michael Sammells suggested that the two operations would be run separately, so this was unlikely. Listen to audio of exchange via Twitter.
Q3. Encouraging a big placement to fund a buyback once the deal settles.
Answer: Chair Michael Sammells said they'll take this on board. Listen to audio of exchange via Twitter.
Q4. Which of ASX and ASIC were the most influential in forcing all the excellent Chemist Warehouse disclosure.
Answer: Chair Michael Sammells just declared that both were satisfied. Listen to audio of exchange via Twitter.
Q5. Chair Michael Sammells spoke on behalf of the entire 3 person related party transactions committee when asked to individually spell out their history in this space. Listen to audio of exchange via Twitter.
Q6. Will you improve disclosure in the next annual report by revealing which specific properties will be generating the $32m per year in rental payments from the public company to Chemist Warehouse's founding Gance and Verrocchi families?
Answer: Chair Michael Sammells made no promises. Listen to audio of exchange via Twitter.
Q7. Chair declined to say which related party transactions he most wanted to manage away but I told him to focus on the supplier equity arrangements. Listen to audio of exchange via Twitter.
Q8. Sigma chair Michael Sammells blocking questions to billionaire Chemist Warehouse co-founder Jack Gance even though he was running for the Sigma board last Wednesday and sitting in the front row 3 metres from where this question was asked. Listen to audio of exchange via Twitter.
Q9. How did the board size, composition and independence negotiations progress. Listen to audio of exchange via Twitter.
Q10. Why didn't incoming Sigma executive director Damien Gance commit to retain his big shareholding in the escrow arrangements when his dad and uncle (Sam and Jack Gance) both agreed not to sell more than 10% of their holdings before August 2026?
Answer: Chair Michael Sammells said Damien's stake wasn't material in the scheme of things. Listen to audio of exchange via Twitter.
Q11. Sigma CEO Vikesh Ramsunder has no reservations about the upcoming experience of having hard-charging billionaire Chemist Warehouse co-founder and CEO Mario Verrocchi sitting around the table reporting to him on the Sigma board as an executive director. Listen to audio of exchange via Twitter.
Q12. Sigma chair wouldn't even let Mario Verrocchi answer the question as to whether Sigma shareholders could attend the subsequent Chemist Warehouse scheme meeting that night as observers. The answer was no when I was locked out of the 16 minute pokies pub meeting. Listen to audio of exchange via Twitter.
Q13. When it came to the election of Damien Gance to the Sigma board, once again asked for earlier proxy votes disclosure & insight into any against recommendations from proxy advisers. Chair not so helpful but only 2.5% against Damien, less than 8% protest Uncle Jack Gance copped. Listen to audio of exchange via Twitter.
Q14. Lack of female directors on the board and why did independent Kate Spargo get elbowed off in the negotiations?
Answer: Chair Michael Sammells said he would personally miss Kate and board composition was a negotiation and Kate was also bumping up against tenure limits having served 9 years already. Listen to audio of exchange via Twitter.
Q15. Why are the 4 Chemist Warehouse nominees to the Sigma board dominating the new risk, compliance and sustainability committee?
Answer: Chair Michael Sammells said Chemist Warehouse is unique and therefore they won't tick all governance boxes and this committee reflected their expertise, even if they lack independence. Listen to audio of exchange via Twitter.
Q16. Why were Sigma shares suspended last Wednesday? Was there a risk the Chemist Warehouse founders could vote the deal down at the Preston pokies club that night on realising they'd gifted $3b to Sigma shareholders?
Answer: Chair Michael Sammells said this was a prudent step and he couldn't speculate on what would happen at the Chemist Warehouse scheme meeting. They didn't vote against as it was supported by 100%. Listen to audio of exchange via Twitter.
Q17. Thanking the Chemist Warehouse founders for their $3b gift to Sigma. Listen to audio of exchange via Twitter.
Q18. Last exchange on CEO incentives and AGM timing. Listen to audio of exchange via Twitter.
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